0001193125-12-134421 Sample Contracts

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS SECOND AMENDMENT, dated as of the 10th day of February, 2012, to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008 (the Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANK, N. A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
Management Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 4 (this “Amendment”) is made this day of , , by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”), a Washington corporation, with respect to the Management Agreement (the “Agreement”) between the Trust and the Advisor dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No. 2 on December 27, 2005 and Amendment No. 3 on March 31, 2009.

SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS SECOND AMENDMENT, dated as of the 14th day of March, 2012, to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 3 TO AMENDED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 3 (this “Amendment”) is made this day of , 2011, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”), a Washington corporation, with respect to the Amended Operating Expenses Agreement (the “Agreement”) between the Trust and the Advisor dated April 1, 1999, as amended and restated on April 1, 2002 and, as amended by Amendment No. 1 on December 27, 2005 and Amendment No. 2 on March 31, 2009.

FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS FOURTH AMENDMENT, dated as of the 14th day of March, 2012, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010 and September 19, 2011, (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS SECOND AMENDMENT dated as of the 14th day of March, 2012, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008 (the “Agreement”), is entered into by and among RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”).

SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS FIRST AMENDMENT, dated as of the 14th day of March, 2012, to the Fund Accounting Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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